Filed by sedaredgar.com - Mabcure Inc - Exhibit 10.4






ESCROW AGREEMENT 

THIS AGREEMENT made as of the ____ day of April, 2008. 

AMONG: 


  
    
      MABCURE INC., a corporation organized under the
        laws of Nevada, having an address at 3702 South Virginia Street, Suite
        G12 – 401, Reno, Nevada 89502, USA 

      (the "Company") 

    

  



AND: 


  
    
      ______________________________________________________

        ______________________________________________________

        ______________________________________________________ 

      (the "Subscriber") 

    

  



AND: 


  
    
      CLARK WILSON LLP, barristers and solicitors, with
        an office at 800 – 885 West Georgia Street, Vancouver, British Columbia
        V6C 3H1, Canada 

      (the "Escrow Agent") 

    

  



WHEREAS: 

	A. 	
      The Company and the Subscriber are parties to a private
      placement subscription agreement dated for reference April 11, 2008 (the
      "Subscription Agreement") pursuant to which the Subscriber has
      agreed to subscribe for and purchase a certain number of Units;

	 	 
	B. 	
      Pursuant to Section 10.1 of the Subscription Agreement,
      the parties hereto have agreed that the Company shall deliver the
      certificates representing all of the Warrants issued to the Subscriber and
      the certificates representing one-third (1/3) of all the Shares issued to
      the Subscriber pursuant to the Offering (the Warrants and Shares
      collectively, the "Securities") to the Escrow Agent, which shall be
      held in escrow and released in accordance with the provisions set forth
      herein; and

	 	 
	C. 	
      The Escrow Agent has agreed to accept, hold and release
      the Securities deposited with it pursuant to the Subscription Agreement,
      and the dividends and other distributions in respect thereof, in
      accordance with the provisions set forth
herein.







- 2 - 

NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
covenant and agree as follows: 

1.                       
INTERPRETATION 

1.1                   
 Definitions. Terms used as defined terms not otherwise defined
herein shall have the meanings ascribed thereto in Subscription Agreement. The
following terms shall have the following meanings when used herein: 

	 	(a) 	
      "Certificates" means, collectively, the Share
      Certificate, the Warrant Certificate and the certificates representing the
      Dividend Securities;

	 	 	 	 
	 	(b) 	
      "Dividend Securities" shall have the meaning
      ascribed thereto in Section 3.1 hereof;

	 	 	 	 
	 	(c) 	
      "Escrow Fund" means the Warrants and Shares
      deposited with and held by the Escrow Agent hereunder and includes the
      Dividend Securities;

	 	 	 	 
	 	(d) 	
      "Escrow Period" means the period of eight months
      commencing on the date on which the Company moves into its research
      facility after the Purchase and Sale Closing;

	 	 	 	 
	 	(e) 	
      "Investors" means the purchasers of the Units
      pursuant to the Offering;

	 	 	 	 
	 	(f) 	
      "Milestone" means any of the following actions by
      the Company:

	 	 	 	 
	 		(i) 	
      sequencing of the variable region of the novel melanoma
      Mab and filing a patent for that Mab,

	 	 	 	 
	 		(ii) 	
      creating novel Mabs against breast cancer which react
      with at least three different breast cancer specimen (tissue or sera) and
      do not cross react with a negative control (e.g. normal tissue or serum),
      or

	 	 	 	 
	 		(iii) 	
      creating novel Mabs against colorectal cancer which react
      with at least three different colorectal cancer specimen (tissue or sera)
      and do not cross react with a negative control (e.g. normal tissue or
      serum);

	 	 	 	 
	 	(g) 	
      "Offering" means the offering by the Company in
      April 2008 of the Units, by way of private placement;

	 	 	 	 
	 	(h) 	
      "Offering Closing" means the closing of the
      Offering, on or before April 15, 2008;

	 	 	 	 
	 	(i) 	
      "Purchase Agreement" means an agreement for the
      purchase and sale of certain intellectual property dated January 10, 2008,
      between the Company, Indigoleaf Associates Ltd. and Dr. Amnon
    Gonenne;







- 3 - 

	 	(j) 	
      "Purchase and Sale Closing" means the closing of
      the purchase and sale contemplated by the Purchase Agreement;

	 	 	 
	 	(k) 	
      "Shares" means shares in the common stock of the
      Company;

	 	 	 
	 	(l) 	
      "Share Certificate" means a certificate
      representing the Shares purchased by and registered in the name of the
      Subscriber pursuant to the Offering;

	 	 	 
	 	(m) 	
      "Units" means the units offered under the private
      placement pursuant to the terms of the Subscription Agreement, which units
      consist of Shares and Warrants;

	 	 	 
	 	(n) 	
      "Warrants" means common share purchase warrants
      that entitle the holder thereof to purchase the Shares pursuant to the
      provisions of the Subscription Agreement; and includes collectively, the
      One Year Warrants and the Two Year Warrants; and

	 	 	 
	 	(o) 	
      "Warrant Certificate" means a certificate
      representing the Warrants purchased by and registered in the name of the
      Subscriber pursuant to the Offering.



1.2                     
General. In this Agreement: 

	 	(a) 	
      the headings have been inserted for convenience of
      reference only and in no way define, limit, or enlarge the scope or
      meaning of the provisions of this Agreement;

	 	 	 
	 	(b) 	
      all references to any party, whether a party to this
      Agreement or not, shall be read with such changes in number and gender as
      the context or reference requires;

	 	 	 
	 	(c) 	
      when the context hereof makes it possible, the word
      "person" includes in its meaning any firm and any body corporate or
      politic; and

	 	 	 
	 	(d) 	
      notwithstanding any other provision of the Subscription
      Agreement, if a conflict or inconsistency exists between a provision of
      this Agreement and a provision of the Subscription Agreement, the
      provisions of this Agreement shall prevail.



2.                       
DEPOSIT INTO ESCROW 

2.1                      At
the Offering Closing, the Company shall deliver the Warrant Certificate and the
Share Certificate to the Escrow Agent to be held in escrow by the Escrow Agent
in accordance with the terms and subject to the conditions set forth herein.


2.2                      At
the Offering Closing, the Subscriber shall deliver to the Escrow Agent a duly
executed power of attorney to transfer the Shares (and the Dividend Securities)
in the form attached hereto as Schedule "A", in respect of the Shares
represented by the Share Certificate. Without limiting the generality of the
foregoing, the Subscriber hereby appoints the Escrow Agent, without any further
act of the Subscriber, as the agent and attorney-in-fact for and on behalf of
the Subscriber in respect of the Shares represented by the Share Certificate.





- 4 - 

3.                       
ESCROW PROVISIONS 

3.1                      Holding
of Escrow Funds. The Escrow Agent shall hold the Certificates and
certificates representing any shares or other securities issued or distributed
by the Company in respect of the Securities during the Escrow Period (the
"Dividend Securities") pursuant to Part 4 of the Purchase Agreement for
the Escrow Period, subject to the provisions hereof. 

3.2                     
Required Exercise. Notwithstanding any other provision hereof, if the
Company achieves a Milestone before the expiration of the Escrow Period, then
the Subscriber shall, on a pro rata basis with the other Investors,
exercise the Warrants in the aggregate amount of at least US$950,000 (i.e., at
least 760,000 Warrants at US$1.25 per Share) within 30 days after receipt by the
Subscriber of written notice (the "Exercise Notice") from the Company
that it has achieved a Milestone; provided, however, that such exercise date
shall not occur before 90 days after the Purchase and Sale Closing. Further
provided, that if the share price of the Shares, as quoted on the NASDAQ
Over-the-Counter Bulletin Board (or other exchange on which the Shares are
traded) on the date the Company achieves a Milestone, is less than US$1.25 per
Share, then the directors of the Company may, in their sole discretion, allow
the Investors to purchase, on a pro rata basis, Shares at the then market
price, in the aggregate amount of US$950,000. 

3.3                      Failure
to Exercise. If the Subscriber defaults on its commitment to exercise the
Warrants pursuant to Section 3.2 hereof, then, notwithstanding any provision of
the Subscription Agreement or the Warrant Certificate and without limiting the
remedies of the Company for such breach: (i) all of the Warrants registered in
the name of the Subscriber and held in escrow by the Escrow Agent pursuant to
the provisions hereof shall immediately expire and be null and void; and (ii)
all the Shares registered in the name of the Subscriber held in escrow by the
Escrow Agent pursuant to the provisions hereof shall be immediately released to
the Company by the Escrow Agent pursuant to the provisions of Section 3.4(a)
hereof. If the Subscriber exercises the Warrants as required hereunder, the
Escrow Agent shall release to the Subscriber the Shares of the Subscriber then
held in escrow pursuant to the provisions of Section 3.4(b) hereof. 

3.4                      Release
of Escrow Funds. 

	 	(a) 	
      Default by Subscriber. If an officer of the
      Company delivers to the Escrow Agent a notice in writing (the
      "Subscriber Default Notice"), in form and substance satisfactory to
      the Escrow Agent, stating that the Subscriber has breached its obligations
      pursuant to Section 3.2 hereof and setting out the particulars in support
      of such default and the amount of Securities and Dividend Securities that
      the Company wishes released to it from the Escrow Fund (the "Company
      Escrow Release"), then the Escrow Agent shall give the Subscriber
      written notice of such Subscriber Default Notice and if on or before the
      10th day after giving such notice:




	 	(i) 	
      the Subscriber delivers to the Escrow Agent a notice of
      dispute (the "Subscriber Disputing Declaration"), in form and
      substance satisfactory to the Escrow Agent, declaring that the Company is
      not entitled to the







- 5 - 

	 		
      Company Escrow Release, and the particulars in support of
      the dispute, then the provisions of Section 3.4(c) hereof shall apply;
      or

	 	 	 
	 	(ii) 	
      the Subscriber has not delivered to the Escrow Agent the
      Subscriber Disputing Declaration, then the Escrow Agent shall deliver to
      the Subscriber the Certificates in respect of the Securities and Dividend
      Securities set forth in Subscriber Default Notice from the Escrow
    Fund.




	 	(b) 	
      Compliance by Subscriber. If the Subscriber (or an
      officer of the Subscriber if the Subscriber is a corporate entity)
      delivers to the Escrow Agent a notice in writing (the "Subscriber
      Compliance Notice"), in form and substance satisfactory to the Escrow
      Agent, stating that the Subscriber has complied with its obligations
      pursuant to Section 3.2 hereof and setting out the particulars in support
      of such compliance and the amount of Securities and Dividend Securities
      that the Subscriber wishes released to it from the Escrow Fund (the
      "Subscriber Escrow Release"), then the Escrow Agent shall give the Company
      written notice of such Subscriber Compliance Notice and if on or before
      the 10th day after giving such notice:

	 	 	 	 
	 		(i) 	
      the Company delivers to the Escrow Agent a notice of
      dispute (the "Company Disputing Declaration"), in form and
      substance satisfactory to the Escrow Agent, declaring that the Subscriber
      is not entitled to the Subscriber Escrow Release, and the particulars in
      support of the dispute, then the provisions of Section 3.4(c) hereof shall
      apply; or

	 	 	 	 
	 		(ii) 	
      the Company has not delivered to the Escrow Agent the
      Company Disputing Declaration, then the Escrow Agent shall deliver to the
      Subscriber the Certificates in respect of the Securities and Dividend
      Securities set forth in Subscriber Compliance Notice from the Escrow
      Fund.

	 	 	 	 
	 	(c) 	
      Dispute. If the Escrow Agent receives either a
      Subscriber Disputing Declaration or a Company Disputing Declaration within
      the above time limits, then the Escrow Agent shall retain the Escrow Funds
      or portion thereof in dispute and shall only release the same:

	 	 	 	 
	 		(i) 	
      in accordance with the joint written direction of the
      Company and the Subscriber, in form and substance satisfactory to the
      Escrow Agent; or

	 	 	 	 
	 		(ii) 	
      in accordance with an order or final judgment of a court
      of competent jurisdiction in favour of the Company or the Subscriber;
      provided, however, that the time for any appeal of such order or judgment
      has elapsed;



and Escrow Agent may institute
interpleader proceedings and in such event Escrow Agent shall not be liable for
interest or damages. In the event interpleader proceedings are instituted
hereunder, the Escrow Agent shall be entitled to reasonable solicitor’s fees and
costs. 




- 6 - 

3.5                     
Completion of the Escrow Period. Upon the expiration of the Escrow
Period, the Escrow Agent shall deliver, without further notice to or directions
from the Company, to the Subscriber the Certificates representing the Securities
and the Dividend Securities remaining in the Escrow Fund. Notwithstanding the
foregoing, if the Escrow Agent has received a Subscriber Default Notice or a
Company Disputing Declaration prior to the expiration of the Escrow Period, then
the said Certificates shall be retained by the Escrow Agent and only
released,

	 	(i) 	
      in accordance with the joint written direction of the
      Company and the Subscriber, in form and substance satisfactory to the
      Escrow Agent; or

	 	 	 
	 	(ii) 	
      in accordance with an order or final judgment of a court
      of competent jurisdiction in favour of the Company or the Subscriber;
      provided, however, that the time for any appeal of such order or judgment
      has elapsed;



3.6                     
Authorization. The Escrow Agent is hereby authorized by each of the
Company and the Subscriber to make the releases and deliveries required by each
of Sections 3.4 and 3.5 hereof. 

3.7                      Proxy
Materials. Notwithstanding any provision of the Purchase Agreement, the
parties hereto agree that the Escrow Agent shall not be obliged to deliver
copies of any proxy solicitation materials received by it to the Subscriber; and
the Company agrees that, during the Escrow Period, it shall attend to the
delivery of any proxy solicitation materials to the Subscriber. 

3.8                     
Voting Rights. While the Shares are held in escrow, the Subscriber may
exercise the voting rights attached thereto and shall be entitled to participant
in distributions of dividends and securities of the Company made in respect of
such Shares; provided, however, that all distributions of securities of the
Company shall be held in escrow by the Escrow Agent pursuant to the provisions
hereof. 

4.                      
 ESCROW AGENT 

4.1                     
The Company and the Subscriber shall, jointly and severally, from time to time,
and at all times hereafter, well and truly to save, defend and keep harmless and
fully indemnify the Escrow Agent and its successors and assigns from and against
all loss, costs, charges, suits, demands, claims, damages and expenses which the
Escrow Agent and its successors and assigns may at any time or times hereafter
bear, sustain, suffer or be put unto for or by reason or on account of its
acting pursuant to this Agreement or anything in any manner relating thereto or
by reason of the Escrow Agent's compliance in good faith with the terms hereof.


4.2                      If
case proceedings should hereafter be taken in any court respecting the
Securities (or the Dividend Securities), the Escrow Agent shall not be obliged
to defend any such action or submit its rights to the court until it has been
indemnified by other good and sufficient security in addition to the indemnity
given in Section 4.1 hereof against its costs of such proceedings. 




- 7 - 

4.3                     
The Escrow Agent shall not be bound in any way or by any contract or agreement,
verbal, written or otherwise, between the other parties hereto whether or not it
has notice thereof or of its terms and conditions and the only duty, liability
and responsibility of the Escrow Agent to the other parties hereto with respect
to the subject matter hereof shall be to hold the Securities (and the Dividend
Securities) as set forth herein and to deliver the same to such persons and
other such conditions as are set forth herein or directed in writing by all the
other parties hereto. Without limiting the generality of the foregoing, the
Escrow Agent shall have no duty, liability or responsibility to any of the other
parties hereto or their successors or assigns in respect of the loss of all or
any of the Securities (or the Dividend Securities), except the duty to exercise
in the performance of its obligations hereunder such care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances. The
Escrow Agent may act on the advice of legal counsel, but shall not be
responsible for acting or failing to act on the advice of legal counsel. 

4.4                     
The Escrow Agent shall not be required to pass upon the sufficiency of any of
the Securities (or the Dividend Securities) or the notices delivered to the
Escrow Agent hereunder or to ascertain whether or not the person or persons who
have executed, signed or otherwise issued or authenticated the said documents
have authority to so execute, sign or authorize, issue or authenticate the said
documents or any of them, or that they are the same persons named therein or
otherwise to pass upon any requirement of such instruments that may be essential
for their validity, but it shall be sufficient for all purposes under this
Agreement insofar as the Escrow Agent is concerned that the said documents are
deposited with it as specified herein by the other parties hereto. 

4.5                      Notwithstanding
any other provision hereof, in the event that any or all of the Securities (or
the Dividend Securities) are attached, garnished or levied upon under any court
order, or if the delivery of such property is stayed or enjoined by any court
order or if any court order, judgment or decree is made or entered affecting
such property or affecting any act by the Escrow Agent, the Escrow Agent may, in
its sole discretion, obey and comply with all writs, orders, judgments or
decrees so entered or issued, whether with or without jurisdiction,
notwithstanding any provision of this Agreement to the contrary. If the Escrow
Agent obeys and complies with any such writs, orders, judgments or decrees, it
shall not be liable to any of the other parties hereto or to any other person,
form or corporation by reason of such compliance, notwithstanding that such
writs, orders, judgments or decrees may be subsequently reversed, modified,
annulled, set aside or vacated. 

4.6                     
Except as otherwise provided herein, the Escrow Agent is authorized and directed
to disregard in its sole discretion any and all notices and warnings which may
be given to it by any of the other parties hereto or by any other person, firm,
association or corporation. It shall, however, at its sole discretion, obey the
order, judgment or decree of any court of competent jurisdiction, and it is
hereby authorized to comply with and obey such orders, judgments or decrees and
in case of such compliance, it shall not be liable by reason thereof to any of
the other parties hereto or to any other person, firm, association or
corporation, even if thereafter any such order, judgment or decree may be
reversed, modified, annulled, set aside or vacated. 

4.7                     
Notwithstanding any other provision hereof, if the Escrow Agent receives any
valid court order contrary to the provisions of this Agreement, the Escrow Agent
may continue to 




- 8 - 

hold any or all of the Securities (and the Dividend Securities)
until the lawful determination by a court of competent jurisdiction or otherwise
of the issue between the other parties hereto. 

4.8                      The
Escrow Agent may resign as the escrow agent hereunder by giving not less than
ten (10) days written notice thereof to the Company and the Subscriber. The
Company and the Subscriber may terminate the Escrow Agent by giving not less
than ten (10) days written notice to the Escrow Agent. The resignation or
termination of the Escrow Agent shall be effective, and the Escrow Agent shall
cease to be bound by this Agreement, on the date that is ten (10) days after the
date of receipt of the termination notice given hereunder or on such other date
as the Escrow Agent, the Company and the Subscriber may agree upon. All
indemnities granted to the Escrow Agent hereunder shall survive: (a) the
termination of this Agreement; or (b) the termination or resignation of the
Escrow Agent for whatever reason. In the event of termination or resignation of
the Escrow Agent, the Escrow Agent shall, within that ten (10) days notice
period, deliver the Securities (and the Dividend Securities) and any other
property in the Escrow Fund to the new the escrow agent to be named by the
Company and the Subscriber. 

4.9                      Notwithstanding
any other provision hereof, the Escrow Agent may act upon any written
instructions given jointly by the Company and the Subscriber. 

4.10                    Notwithstanding
any other provision hereof, if any dispute arises between any of the parties
hereto with respect to this Agreement or any matters arising in respect thereof,
the Escrow Agent may in its sole discretion deliver and interplead the
Securities and/or any other property in the Escrow Fund into court and such
delivery and interpleading shall be an effective discharge to the Escrow Agent
of all of its obligations hereunder. 

5.                       
FEES 

5.1                      The
Company shall pay all of the compensation of the Escrow Agent and shall
reimburse the Escrow Agent for any and all reasonable expenses, disbursements
and advances made by the Escrow Agent in the performance of its duties
hereunder, including, but not limited to, reasonable fees, expenses and
disbursements incurred by its counsel. 

6.                       
GENERAL 

6.1                     
Except as otherwise provided herein, no subsequent alteration, amendment,
change, or addition to this Agreement shall be binding upon the parties hereto
unless reduced to writing and signed by the parties hereto. 

6.2                      This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and assigns.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. 

6.3                     
The parties hereto shall execute and deliver all such further documents, do or
cause to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions and intent
of this Agreement. 




- 9 - 

6.4                      This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.


6.5                      The
parties hereto agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the provisions of this
Agreement, this being in addition to any other remedy to which they are entitled
under this Agreement. 

6.6                      Any
notice required or permitted to be given under this Agreement shall be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail, the notice to the following
address:

	 	(a) 	
      If to the Company:

	 	 	 
	 		
      3702 South Virginia Street, Suite G12 – 401 
Reno,
      Nevada 89502 
USA

	 	 	 
	 		
      Attention: President

	 	 	 
	 		
      Telephone: (775) 338-2598 Facsimile: (775)
  201-1499

	 	 	 
	 	(b) 	
      If to the Subscriber:

      __________________________
__________________________
__________________________

	 	 	 
	 		
      Telephone:   
      ______________
Facsimile:      
      ______________

	 	 	 
	 	(c) 	
      If to the Escrow Agent:

	 	 	 
	 		
      Clark Wilson LLP

	 		
      800 – 885 West Georgia Street 
Vancouver, British
      Columbia V6C 3H1 
Canada

	 	 	 
	 		
      Attention: Jonathan C. Lotz

	 	 	 
	 		
      Telephone:       
      (604) 687-5700
      
Facsimile:          
      (604) 687-6314







- 10 - 

(or to such other address as any party may specify by notice in
writing to another party). Any notice delivered or sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy on a business day shall be deemed conclusively to have been
effectively given on the day the notice was delivered, or the electronic
communication was successfully transmitted, as the case may be. Any notice sent
by prepaid registered mail shall be deemed conclusively to have been effectively
given on the third business day after posting; but if at the time of posting or
between the time of posting and the third business day thereafter there is a
strike, lockout, or other labour disturbance affecting postal service, then the
notice shall not be effectively given until actually delivered. 

6.7                     
The Company and the Subscriber acknowledge that the Escrow Agent is legal
counsel to the Company and in respect of the purchase and sale contemplated by
the Purchase Agreement and acknowledge and agree that the Escrow Agent may,
notwithstanding that it also acts as Escrow Agent pursuant to this Agreement,
continue to act as legal counsel to the Company during the term of this
Agreement and before and after any assignment of the Escrow Agent’s rights and
obligations hereunder to a successor escrow agent. The Escrow Agent shall be
deemed not to be in a conflict by virtue of the Escrow Agent holding the Escrow
Funds or performing its duties hereunder. 

6.8                      All
costs and expenses of or incidental to the transactions contemplated in this
Escrow Agreement are to be assumed and paid by the Company. 

6.9                      Time
is of the essence of this Agreement. 

6.10                   
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties hereto and delivered
to the other parties hereto, it being understood that all parties hereto need
not sign the same counterpart. This Agreement may be executed by delivery of
executed signature pages by fax and such fax execution shall be effective for
all purposes. 

[Remainder of page intentionally left blank; signature page
to follow.] 




- 11 - 

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed as of the day and year first written above. 

 

The Company: 

MABCURE INC. 


Per:     
______________________________________

 

The Subscriber: 

	SIGNED, SEALED and DELIVERED by 	) 	 
	  	) 	 
	  	) 	 
	(Name of Subscriber) in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	  	) 	(Signature of
      Subscriber) 
	Signature 	) 	Name: 
	  	) 	 
	Print Name 	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	  	 
	  	  	 
	Occupation 	  	 


The Escrow Agent: 

CLARK WILSON LLP 

 

Per:     
______________________________________
Name:  Bernard Pinsky

Title:    Partner 




SCHEDULE "A" 

 

Power of Attorney to Transfer Shares 

 

FOR VALUE RECEIVED __________________________ hereby sells,
assigns and transfers unto

____________________________________________________________________________________________

                                                                                     
(Name of Transferee) 

____________________________________________________________________________________________ 
                                                                                     (Address
of Transferee) 

__________________________ shares in the common stock of
MABCURE INC., a corporation organized and existing under the State of Nevada
(the "Corporation"), standing in his name on the books of the Corporation, which
shares are represented by Certificate (s) No (s) __________________________ and
does hereby irrevocably constitute and appoint THE NEVADA AGENCY AND TRUST
COMPANY as his attorney in-fact, to transfer the said shares on the books of the
Corporation with full power of substitution in the premises. 

Dated: ________________________________ 

	 	 
	 	(Name of Transferee) 
	 	 
	 	 
	 	 
	 	(Signature of Transferee)
  


Signature of Transferor guaranteed by: 

____________________________________________ 
(Authorized
Signature) 

 

(BANK STAMP OR SEAL) 

NOTE: The person named on the Stock Certificate(s) must
ensure that the signature to this Power of Attorney corresponds with the name as
recorded on the certificate(s) in every particular without alteration or
enlargement or any change whatever. The signature of the person executing this
Power of Attorney must be guaranteed by a Notary Public, Commissioner of Oaths,
a Bank, Credit Union or Trust Company or by a Member of the Toronto, Montreal or
New York Stock Exchange.